6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the date of May 31, 2022

Commission File Number 000-56365

Adastra Holdings Ltd.

(Translation of registrant's name into English)

5451 - 275 Street, Langley, British Columbia  Canada  V4W 3X8

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.    Form 20-F  [X]  Form 40-F  [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  [  ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SUBMITTED HEREWITH

99.1	Financial Statements for March 31, 2022
99.2	Management's Discussion and Analysis for March 31, 2022
99.3	CEO Certification for March 31, 2022
99.4	CFO Certification for March 31, 2022
99.5	News Release dated May 30, 2022

• 2 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Adastra Holdings Ltd.

/s/ Michael Forbes

Michael Forbes, Chief Executive Officer

Date: May 31, 2022

Adastra Holdings Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

Adastra Holdings Ltd.

(formerly Phyto Extractions Inc.)

Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2022 and 2021

(Expressed in Canadian dollars) - Unaudited

Notice of Disclosure of Non-Auditor Review of the Condensed Interim Consolidated Financial Statements for the Three Months ended March 31, 2022 and 2021.

Pursuant to subsection 4.3(3)(a) of National Instrument 51-102 - Continuous Disclosure Obligations, issued by the Canadian Securities Administrators, if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements of Adastra Holdings Ltd. (the "Company") for the interim period ended March 31, 2022 and 2021, have been prepared in accordance with the International Accounting Standard 34 - Interim Financial Reporting as issued by the International Accounting Standards Board, and are the responsibility of the Company's management.

The Company's independent auditors, Davidson and Company LLP, have not performed a review of these condensed interim consolidated financial statements.

May 27, 2022

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Condensed Interim Consolidated Statements of Financial Position As at March 31, 2022 and December 31, 2021(Expressed in Canadian dollars) - Unaudited
	Note	March 31,2022	December 31,2021
---	---	---	---
ASSETS
Current assets
Cash		790,341	744,541
Amounts receivable	6	1,594,551	1,497,812
Prepaid expenses and deposits	7	390,264	150,128
Inventory	8	1,171,256	1,828,173
		3,946,412	4,220,654
Long-term deposits	7	112,000	109,800
Property and equipment	9	9,570,309	9,774,966
Intangible assets	10	3,439,658	3,541,608
Goodwill	11	11,108,422	11,108,422
Total assets		28,176,801	28,755,450
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	12	2,178,665	1,829,025
Current portion of lease liability	13	10,957	10,688
Mortgage payable	14	3,511,929	3,501,554
		5,701,551	5,341,267
Deferred tax liability		932,000	960,000
Lease liability	13	18,625	21,467
Government loan		60,000	60,000
Total liabilities		6,712,176	6,382,734
EQUITY
Share capital	15	41,964,446	41,964,446
Shares to be cancelled	5,15, 21	(12,000,000	(12,000,000
Reserves		6,336,019	6,336,019
Deficit		(14,835,840	(13,927,749
Total equity		21,464,625	22,372,716
Total liabilities and equity		28,176,801	28,755,450

All values are in US Dollars.

Nature of operations and going concern (Note 1)

Commitments and contingencies (Note 19)

Subsequent events (Note 21)

Approved on behalf of the Board of Directors on May 27, 2022:

"Michael Forbes"	"Paul Morgan"
Director	Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the three months ended March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited
	Note	2022	2021
---	---	---	---
Revenue		2,286,721	589,138
Cost of sales	8, 9	(1,459,008	(483,727
Gross profit		827,713	105,411
Operating expenses
Advertising and promotion		288,666	30,187
Data program expenses		140,082	-
Depreciation and amortization	9, 10	147,328	21,623
Insurance		28,066	15,729
Office expenses		156,023	90,044
Professional fees and consulting	16	241,640	93,187
Repair and maintenance		39,501	-
Research expenses		-	34,454
Travel		14,098	511
Wages and salaries		640,278	182,036
Total operating expenses		1,695,682	467,771
Loss from operations		(867,969	(362,360
Other income (expense)
Gain on settlement of accounts payable		-	57,500
Interest expense	13, 14	(68,122	(59,213
Interest income		-	561
Loss before income taxes		(936,091	(363,512
Deferred income tax recovery		28,000	-
Net loss and comprehensive loss		(908,091	(363,512
Net loss per share
Basic and diluted		(0.01	(0.01
Weighted average number of common shares outstanding
Basic and diluted		65,970,547	43,334,100

All values are in US Dollars.

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Condensed Interim Consolidated Statements of Changes in Equity(Expressed in Canadian dollars, except number of shares) - Unaudited
	Commonshares	Share capital	Shares to becancelled	Reserves	Deficit	Total equity
---	---	---	---	---	---	---
	#	$		$
December 31, 2020	43,334,100	15,822,152	-	5,441,814	(11,177,810	10,086,156
Loss the period	-	-	-	-	(363,512	(363,512
March 31, 2021	43,334,100	15,822,152	-	5,441,814	(11,541,322	9,722,644
Shares issued on acquisition of PerceiveMD	2,513,720	2,010,976	-	-	-	2,010,976
Shares issued on acquisition of Phyto BrandCo	20,000,000	24,000,000	(12,000,000	-	-	12,000,000
Shares issued pursuant to private placement	122,727	131,318	-	3,682	-	135,000
Share-based payments	-	-	-	890,523	-	890,523
Loss for the period	-	-	-	-	(2,386,427	(2,386,427
December 31, 2021	65,970,547	41,964,446	(12,000,000	6,336,019	(13,927,749	22,372,716
Loss for the period	-	-	-	-	(908,091	(908,091
March 31, 2022	65,970,547	41,964,446	(12,000,000	6,336,019	(14,835,840	21,464,625

All values are in US Dollars.

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.)C ondensed Interim Consolidated Statements of Cash Flows For the three months ended March 31, 2022 and 2021(Expressed in Canadian dollars) - Unaudited
	2022	2021
---	---	---
Operating activities
Net loss for the period	(908,091	(363,512
Adjustments for non-cash items:
Depreciation and amortization	147,328	21,623
Depreciation - cost of sales	175,928	204,540
Gain on settlement of accounts payable	-	(57,500
Interest expense	68,122	53,561
Interest income	-	(561
Deferred income tax recovery	(28,000	-
Net change in non-cash working capital items:
Amounts receivable	(96,739	760,184
Prepaid expenses and deposits	(242,336	-
Inventory	656,917	(496,977
Accounts payable and accrued liabilities	330,593	(419,448
Cash provided by (used in) operating activities	103,722	(298,090
Financing activities
Borrowing costs mortgage	-	(18,345
Interest paid - mortgage	(37,917	(48,920
Interest paid - lease liability	(783	-
Principal repaid - lease liability	(2,573	-
Cash used in financing activities	(41,273	(67,265
Investing activities
Purchases of property and equipment	(16,649	(157,889
Interest income	-	561
Cash used in investing activities	(16,649	(157,328
Net increase (decrease) in cash	45,800	(522,683
Cash, beginning of period	744,541	1,145,461
Cash, end of period	790,341	622,778

All values are in US Dollars.

Supplemental cash flow information (Note 17)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

Adastra Holdings Ltd. (formerly Phyto Extractions Inc.) (the "Company") was incorporated under the laws of the province of British Columbia on October 14, 1987. The Company extracts and processes cannabis for sale to the recreational and medical markets in Canada.  The Company is listed on the Canadian Securities Exchange ("CSE") under the symbol "XTRX". The Company's registered and records office is 5451 275th Street, Langley City, British Columbia, V4W 3X8.

On April 9, 2021, the Company consolidated its issued share capital on a ratio of three (3) old common shares for everyone (1) new post-consolidated common share. All current and comparative references to the number of common shares, weighted average number of common shares, loss per share, stock options and warrants have been restated to give effect to this share consolidation.

On August 10, 2021, the Company completed the acquisition of all of the issued and outstanding shares of 1225140 B.C. Ltd., doing business as PerceiveMD ("PerceiveMD") from the shareholders of PerceiveMD, pursuant to the terms of a share purchase agreement dated August 10, 2021 (see Note 4).

On September 1, 2021, the Company changed its name to Adastra Holdings Ltd. (formerly Phyto Extractions Inc.). Trading of the Company's common shares resumed under the new name and under the same ticker symbol "XTRX" on the Canadian Securities Exchange as market opened on September 1, 2021. Prior to this on April 9, 2021 the Company changed its name from Adastra Labs Holdings Ltd. to Phyto Extractions Inc. and on December 19, 2019 from Arrowstar Resources Ltd to Adastra Labs Holdings Ltd.

On September 15, 2021, the Company completed the acquisition of privately held 1204581 B.C. Ltd., doing business as Phyto Extractions ("Phyto BrandCo"), the owner of the intellectual property rights for the Phyto Extractions brand (see Note 5).

These unaudited condensed interim consolidated financial statements ("interim financial statements) are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. These interim financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue in existence. The Company's ability to continue as a going concern is dependent on its ability to generate positive cash flows from operations, complete additional financings, and/or extend or modify its mortgage payable (Note 14).

As at March 31, 2022, the Company had a working capital deficiency of $1,755,139 (December 31, 2021 - $1,120,613). During the period ended March 31, 2022, the Company incurred a net loss of $908,091 (2021 - $363,512). These events and conditions indicate a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. If the going concern assumption were not appropriate for these interim financial statements, it could be necessary to restate the Company's assets and liabilities on a liquidation basis.

NOTE 2 - BASIS OF PRESENTATION

(a) Statement of compliance

These unaudited condensed interim consolidated financial statements ("interim financial statements) were approved by the Board of Directors and authorized for issue on May 27, 2022.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 2 - BASIS OF PRESENTATION (continued)

These interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").  As such, these financial statements do not contain all the disclosures required by IFRS for annual financial statements and should be read in conjunction with the Company's audited annual consolidated financial statements for the years ended December 31, 2021, 2020, and eight months ended December 31, 2019 ("annual financial statements").

(b) Basis of measurement

These interim financial statements have been prepared on a historical cost basis except for those financial instruments which have been classified at fair value through profit or loss. In addition, except for cash flow information, these interim financial statements have been prepared using the accrual method of accounting.

All amounts on these financial statements are presented in Canadian dollars which is the functional currency of the Company and its subsidiaries.

(c) Reclassification of prior amounts

The Company has reclassified certain items on the condensed interim consolidated statements of loss and comprehensive loss and the condensed interim consolidated statements of cash flows to conform with current year presentation.

(d) Principles of consolidation

These interim financial statements include the financial information of the Company and its subsidiaries. All intercompany transactions and balances are eliminated on consolidation. Control exists where the parent entity has power over the investee and is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. These interim financial statements incorporate the accounts of the Company and the following subsidiaries:

	Functional<br>currency	Ownership<br>percentage
Adastra Labs Holdings (2019) Ltd. (formerly Adastra Labs Holdings Ltd.)	CAD	100%
Adastra Labs Inc.	CAD	100%
1178562 B.C. Ltd.	CAD	100%
Adastra Brands Inc.	CAD	100%
Chemia Analytics Inc.	CAD	100%
1225140 B.C. Ltd (PerceiveMD)	CAD	100%
1204581 B.C. Ltd. (Phyto BrandCo)	CAD	100%

Subsidiaries are entities controlled by the Company and are included in the interim financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries are changed where necessary to align them with the policies adopted by the Company.

(e) Standards issued but not yet effective

Certain pronouncements have been issued by the IASB or IFRIC that are effective for accounting periods beginning on or after January 1, 2022. The Company has reviewed these updates and determined that many of these updates are not applicable or consequential to the Company and have been excluded from discussion within these significant accounting policies.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied in the preparation of these financial statements are consistent with those applied and disclosed in note 3 of the annual financial statements:

Significant estimates and assumptions

The preparation of the interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, revenues and expenses. Management continually evaluates these judgments, estimates and assumptions based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.  Actual results may differ from these estimates and judgments which may cause a material adjustment to the carrying amounts of assets and liabilities. The Company's interim results are not necessarily indicative of its results for a full year. The critical judgements and estimates applied in the preparation of these interim financial statements are consistent with those applied and disclosed in note 3 of the annual consolidated financial statements.

NOTE 4 - ACQUISITION OF PERCEIVEMD

On August 10, 2021, the Company acquired all of the issued and outstanding shares of PerceiveMD.  At closing, the Company issued 2,513,720 common shares to the former shareholders of PerceiveMD at a share price on the date of acquisition of $0.80 per share for $2,010,976 and $10,000 in cash, for total consideration of $2,020,976.

PerceiveMD is a multidisciplinary, patient-focused center providing comprehensive assessments for medical cannabis and other therapies. The acquisition will allow the Company to generate revenue from providing cannabis under medical prescriptions.

The transaction was accounted for as a business combination under IFRS 3 - Business Combinations. The allocation of the purchase consideration is as follows:

Assets acquired:
Cash	26,302
Accounts receivable	13,647
Corporate taxes receivable	26,000
	65,949
Liabilities assumed:
Accounts payable and other accrued liabilities	(19,206
Fair value of net assets acquired	46,743
Purchase consideration
Share consideration	2,010,976
Cash consideration	10,000
****	2,020,976
Identifiable intangible asset:
Patient relationships	414,000
Deferred tax liability	(112,000
Goodwill	1,672,233

All values are in US Dollars.

The carrying value of the assets and liabilities acquired equates to fair value due to their short term nature, other than patient relationships (the "Patient Relationships") which are depreciated over their estimated useful economic lives.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 4 - ACQUISITION OF PERCEIVEMD (continued)

The intangible assets are comprised of Patient Relationships with a fair value of $414,000. The fair value of the Patient Relationships was determined using the discounted cash flow method taking into account the future cashflows expected to be received from the current list of patients, adjusted to reflect attrition. The key assumptions used in the cash flow projection related to the Patient Relationships include: (1) a discount rate of 16%; (2) patient attrition rate of 20.00%; (3) number of patients of 3,492 at the acquisition date; (4) annual spending of $143 per patient, assumed to grow at a long term growth rate of 2% per year.

The goodwill generated as a result of this acquisition relates to other intangible assets that do not qualify for separate recognition.

The Company's acquisition of PerceiveMD constituted a related party transaction as Michael Forbes, Chief Executive Officer and a director of the Company was also a director and controlling shareholder of PerceiveMD.

NOTE 5 - ACQUISITION OF PHYTO BRANDCO

On September 15, 2021, the Company acquired all of the issued and outstanding shares of Phyto BrandCo, the owner of the intellectual property rights for the Phyto Extractions brand consisting of 21 registered trademarks. At closing, the Company issued 20,000,000 common shares to the former shareholders of Phyto BrandCo at a share price on the date of acquisition of $1.20 per share, for total consideration of $24,000,000.

Subsequent to the closing of the acquisition, the Company renegotiated the terms of the acquisition with the former shareholders of Phyto BrandCo due to certain conditions in the acquisition agreement not being met.  It was resolved that the consideration be amended from $24,000,000 to $12,000,000 by a voluntary return to treasury of 10,000,000 common shares.  As a result, the revised consideration is 10,000,000 common shares at a share price on the date of acquisition of $1.20 per share, for total consideration of $12,000,000.

Phyto BrandCo licenses its intellectual property to Canadian cannabis license holders and collects royalties by selling cannabis consumer packaged goods to provincial distributors and retailers.

The transaction has been accounted for as a business combination under IFRS 3 - Business Combinations. The allocation of the purchase consideration is as follows:

Assets acquired:
Cash	301,966
Accounts receivable	255,154
Prepayments	19,500
Property and equipment	85,108
	661,728
Liabilities assumed:
Accounts payable and other accrued liabilities	(434,252
Lease liability	(34,665
Fair value of net identifiable assets acquired	192,811
Purchase consideration
Share consideration	24,000,000
Shares to be cancelled	(12,000,000
****	12,000,000
Identifiable intangible assets:
Trademarks	3,250,000
Deferred tax liability	(879,000
Goodwill	9,436,189

All values are in US Dollars.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 5 - ACQUISITION OF PHYTO BRANDCO (continued)

The carrying value of the assets and liabilities acquired equates to fair value due to their short-term nature, other than property and equipment and trademarks which are depreciated over their estimated useful economic lives.

Property and equipment acquired included $40,376 of right-of-use assets.

The intangible asset is comprised of trademarks (the "Trademarks") with a fair value of $3,250,000. The fair value of the Trademarks was determined using the relief from royalty method. The key assumptions used in the cash flow projection related to the asset include: (1) a discount rate of 12.50%; (2) royalty rate of 10.00% for the remaining period of the licensing agreement and 2.0% thereafter, and (3) annual net profit of the Licensee.

The goodwill generated as a result of this acquisition relates to other intangible assets that do not qualify for separate recognition.

The lease liability represents one lease with a fair value of $34,665 on the date of acquisition, which is the net present value of the minimum future lease payments determined using the following assumptions: (1) remaining number of payments - 36; (2) monthly payment - $1,119; and (3) incremental borrowing rate - 10%.

NOTE 6 - AMOUNTS RECEIVABLE

As at March 31, 2022 and December 31, 2021, receivables consisted of the following:

	March 31,<br>2022	December 31,<br>2021
	$	$
Trade receivables, net of expected credit losses	1,572,551	1,441,601
Sales tax recoverable	-	36,211
Income tax receivable	22,000	20,000
	1,594,551	1,497,812

During the three months ended March 31, 2022, the Company recorded a provision for expected credit losses against trade receivables in the amount of $nil (2021 - $nil).

NOTE 7 - PREPAID EXPENSES AND DEPOSITS

As at March 31, 2022 and December 31, 2021, prepaid expenses and deposits consisted of the following:

	March 31,<br>2022	December 31,<br>2021
	$	$
Prepaid expenses	178,638	115,372
Deposits	211,626	34,756
****	390,264	150,128

As at March 31, 2022, long-term deposits of $112,000 (December 31, 2021 - $109,800) consist of deposits held in trust for excise stamps and other deposits.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 8 - INVENTORY

As at March 31, 2022 and December 31, 2021, inventory consisted of the following:

	March 31,<br>2022	December 31,<br>2021
	$	$
Dried cannabis and hemp biomass	535,943	545,765
Production work in process - distillate	337,311	462,737
Extracted cannabis and hemp oils (finished goods)	298,002	819,671
	1,171,256	1,828,173

Inventory expensed to cost of sales during the three months ended March 31, 2022 was $1,283,080 (2021 - $279,187).

During the three months ended March 31, 2022, the Company recognized no expense related to inventory impairment (2021 - $nil).

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 9 - PROPERTY AND EQUIPMENT

	Land	Building	Furnitureandequipment	Computersoftware	Laboratoryequipment	Extractionequipment	Buildingimprovements	Right-of-useasset	Total
	$	$	$		$	$	$	$
Cost
Balance, December 31, 2020	1,592,232	1,999,328	84,849	12,105	211,395	2,911,209	3,928,281	-	10,739,399
Acquisition of Phyto Extractions	-	-	44,729	-	-	-	-	40,376	85,105
Additions	-	-	28,206	150,000	257,820	342,779	-	-	778,805
Impairment	-	-	-	(150,000	-	-	-	-	(150,000
Balance, December 31, 2021	1,592,232	1,999,328	157,784	12,105	469,215	3,253,988	3,928,281	40,376	11,453,309
Additions	-	-	15,387	-	-	1,262	-	-	16,649
Balance, March 31, 2022	1,592,232	1,999,328	173,171	12,105	469,215	3,255,250	3,928,281	40,376	11,469,958
Accumulated depreciation
Balance, December 31, 2020	-	216,511	20,403	1,816	20,527	296,978	146,101	-	702,336
Depreciation	-	99,968	19,621	2,056	77,662	576,919	196,416	3,365	976,007
Balance, December 31, 2021	-	316,479	40,024	3,872	98,189	873,897	342,517	3,365	1,678,343
Additions	-	24,992	6,657	412	18,551	119,067	49,104	2,523	221,306
Balance, March 31, 2022	-	341,471	46,681	4,284	116,740	992,964	391,621	5,888	1,899,649
Carrying value
Balance, December 31, 2021	1,592,232	1,682,849	117,760	8,233	371,026	2,380,091	3,585,764	37,011	9,774,966
Balance, March 31, 2022	1,592,232	1,657,857	126,490	7,821	352,475	2,262,286	3,536,660	34,488	9,570,309

All values are in US Dollars.

During the three months ended March 31, 2022, the Company allocated $175,928 (2021 - $204,540) of depreciation to cost of sales and $45,378 (2021 - $21,623) to operating expense.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 10 - INTANGIBLE ASSETS

The following table summarizes the continuity of intangible assets for as at March 31, 2022:

	Trademarks	Patientrelationships	Total
	$	$	$
Cost
Balance, December 31, 2020	-	-	-
Additions	3,250,000	414,000	3,664,000
Balance, March 31, 2022 and December 31, 2021	3,250,000	414,000	3,664,000
Accumulated depreciation
Balance, December 31, 2020	-	-	-
Depreciation	94,792	27,600	122,392
Balance, December 31, 2021	94,792	27,600	122,392
Depreciation	81,250	20,700	101,950
Balance, March 31, 2022	176,042	48,300	224,342
Carrying value
Balance, December 31, 2021	3,155,208	386,400	3,541,608
Balance, March 31, 2022	3,073,958	365,700	3,439,658

During the year ended December 31, 2021, the Company acquired a total of $3,250,000 in trademarks (Note 5). These trademarks have a useful life of 10 years and are measured at cost less accumulated amortization and impairment losses. These trademarks are amortized on a straight-line basis over their estimated useful lives. Useful lives, residual values, and amortization methods for intangible assets with finite useful lives are reviewed at least annually.

During the year ended December 31, 2021, the Company acquired a total of $414,000 in patient relationships (Note 4). These relationships have a useful life of 5 years and are measured at cost less accumulated amortization and impairment losses. These relationships are amortized on a straight-line basis over their estimated useful lives. Useful lives, residual values, and amortization methods for intangible assets with finite useful lives are reviewed at least annually.

During the three months ended March 31, 2022, the Company recognized no impairment expense related to the intangible assets (2021 - $nil).

NOTE 11 - GOODWILL

	March 31,<br>2022	December 31,<br>2021
****	$	$
Opening balance	11,108,422	-
Addition - PerceiveMD acquisition (Note 4)	-	1,672,233
Addition - Phyto BrandCo acquisition (Note 5)	-	9,436,189
Ending balance	11,108,422	11,108,422

During the three months ended March 31, 2022, the Company recognized no impairment expenses related to the goodwill (2021 - $nil).

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 12 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As at March 31, 2022 and December 31, 2021, accounts payable and accrued liabilities consisted of the following:

	March 31,<br>2022	December 31,<br>2021
	$	$
Accounts payable	1,551,494	1,408,210
Accrued liabilities	627,171	420,815
****	2,178,665	1,829,025

NOTE 13 - LEASE LIABILITY

A summary of the Company's lease liability for the three months ended March 31, 2022 and the year ended December 31, 2021 is as follows:

	March 31,2022	December 31,2021
Opening balance	32,155	-
Additions - Phyto BrandCo acquisition	-	34,665
Interest	783	846
Repayments	(3,356	(3,356
Closing balance	29,582	32,155
Less: current portion	10,957	10,688
Long-term portion	18,625	21,467

All values are in US Dollars.

On October 15, 2020, prior to being acquired by the Company, Phyto BrandCo entered into a four-year lease agreement for a promotional vehicle. The base monthly payment is $1,119 with an initial payment of $9,732. The incremental borrowing rate used to discount the lease liability was 10%.

NOTE 14 - MORTGAGE PAYABLE

	FirstMortgage	SecondMortgage	ThirdMortgage	FourthMortgage	Total
	$
Balance, December 31, 2020	-	2,442,830	-	-	2,442,830
New mortgage (refinancing)	-	(2,446,000	-	3,500,000	1,054,000
Transaction costs	-	-	(18,345	(42,778	(61,123
Finance expense	-	35,783	104,723	133,878	274,384
Repayments	-	(32,613	(86,378	(89,546	(208,537
Balance, December 31, 2021	-	-	-	3,501,554	3,501,554
Finance expense	-	-	-	67,250	67,250
Repayments	-	-	-	(56,875	(56,875
Balance, March 31, 2022	-	-	-	3,511,929	3,511,929

All values are in US Dollars.

(i) On January 7, 2019, the Company entered into a mortgage for $2,446,000 (the "First Mortgage") which bore interest at the rate of 8.25% per annum, calculated monthly. The First Mortgage matured on February 1, 2020 and was renewed as discussed below.

(ii) On February 1, 2020, the Company renewed the First Mortgage of $2,446,000 (the "Second Mortgage") which bore interest at the rate of 8.00% per annum, calculated monthly. The Second Mortgage matured on February 1, 2021 and was renewed as discussed below.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 14 - MORTGAGE PAYABLE (continued)

The carrying value of the Second Mortgage payable as at December 31, 2020 was $2,442,830. Included in mortgage payable on initial recognition were the related mortgage transaction costs of $18,345 which were being amortized over the term of the Second Mortgage using the effective interest rate method.

The Company maintained minimum interest-only payments of $16,307 per month in connection with the Second Mortgage. Total interest expense of the Second Mortgage during the three months ended March 31, 2022 was $nil (2021 - $35,783).

(iii) On February 1, 2021, the Company renewed the Second Mortgage of $2,446,000 (the "Third Mortgage") which bears interest at the rate of 8.00% per annum, calculated monthly. The Third Mortgage matures on February 1, 2022, can be repaid before maturity without penalty and is secured by the mortgage property and building improvements. The Third Mortgage payable was recorded at amortized cost (principal value less $18,345 transaction costs).

On July 9, 2021, the Third Mortgage was refinanced (see below). Until refinancing, the Company maintained minimum interest-only payments of $16,307 per month. Total interest expense during the three months ended March 31, 2022 was $nil (2021 - $17,775).

(iv) On July 9, 2021, the Company refinanced the Third Mortgage and increased the facility to $3,500,000 (the "Fourth Mortgage") which bears interest at the rate of 6.50% per annum, calculated monthly for one year. The mortgage has a maturity date of July 1, 2022 and is secured by the mortgage property and building improvements. The Fourth Mortgage payable was recorded at amortized cost (principal value less $42,778 transaction costs). The carrying value of the Fourth Mortgage on March 31, 2022 was $3,511,929 (December 31, 2021 - $3,501,554).

The Company maintains minimum interest-only payments of $18,958 per month. As at March 31, 2022 the total non-discounted remaining scheduled payments related to the mortgage including interest payments totaled $3,556,875. Total interest expense during the three months ended March 31, 2022 was $67,250 (2021 - $nil).

NOTE 15 - SHARE CAPITAL

(a) Authorized

Unlimited number of voting common shares without par value.

(b) Issued share capital

As at March 31, 2022, 65,970,547 common shares were issued and outstanding.

(c) Share issuances

During the three months ended March 31, 2022, the Company had no share transactions.

During the year ended December 31, 2021, the Company had the following share transactions:

(i) On August 10, 2021, the Company issued 2,513,720 common shares at $0.80 per share for a total consideration of $2,010,976 pursuant to the acquisition of PerceiveMD (Note 4).

(ii) On September 15, 2021, the Company issued 20,000,000 common shares at $1.20 per share for total consideration of $24,000,000 pursuant to the acquisition Phyto BrandCo. Subsequent to the closing of the acquisition, the Company renegotiated terms of the acquisition with the former shareholders of Phyto BrandCo due to certain conditions in the acquisition agreement not being met.  It was resolved that the consideration be amended from $24,000,000 to $12,000,000 by a voluntary return to treasury of 10,000,000 common shares (Note 5).

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 15 - SHARE CAPITAL (continued)

(iii) On October 18, 2021, the Company completed a non-brokered private placement whereby the Company issued 122,727 units at a price of $1.10 per unit for gross proceeds of $135,000 (Note 15(g)). Each unit is comprised of one common share and one transferrable common share purchase warrant with each warrant entitling the holder thereof to acquire one common share at a price of $1.75 per share for two years from the date of the closing. The $131,318 fair value of the 122,727 shares issued was determined based on the Company's share price of $1.07 on the grant date, and the residual value of $3,682 was allocated to warrants reserves. The warrants are subject to an acceleration provision whereby if the daily closing price of the common shares closes at or above $2.00 per share for 50 consecutive trading days, then the Company may accelerate the expiration date of the warrants to the date that is 30 trading days from the date that notice of such acceleration is given via news release. From and after the new accelerated expiration date, no warrants may be exercised, and all unexercised warrants would be void.

(d) Escrow shares

The Company entered into an Escrow Agreement in connection with closing the RTO on December 20, 2019, in relation to certain of its common shares which were placed in escrow. Pursuant to the Escrow Agreement the escrowed common shares are subject to a timed-release schedule whereby a 10% portion of the escrow shares will be released beginning on listing date, and 15% every six months thereafter until January 6, 2023.

As at March 31, 2022, 2,600,000 common shares were held in escrow (December 31, 2021 - 4,635,001).

(e) Stock options

The Company has an incentive stock option plan (the "Plan") which provides for the granting of options. Under the Plan the maximum number of stock options issued cannot exceed 10% of the Company's currently issued and outstanding common shares. Options granted under the Plan may have a maximum term of ten years. A participant, who is not a consultant conducting investor relations activities, who is granted an option that is exercisable at the market price at the date of grant, will have their options vest immediately, unless otherwise determined by the Board of Directors. Options granted at below market prices will vest one-sixth every three months.

Options belonging to a participant who is a consultant conducting investor relations activities who is granted an option under the Plan will become vested with the right to exercise one-quarter of the option upon conclusion of every three months subsequent to the grant date. All options are to be settled by physical delivery of shares.

During the three months ended March 31, 2022, no stock options were granted.

During the year ended December 31, 2021, the Company had the following grants:

(i) On August 4, 2021, the Company granted 33,333 stock options with exercise price of $1.35 to certain Directors, Officers, employees, and consultants. The options expire in five years from the date of grant and vest immediately. The fair value of these options was $19,456 ($0.584 per option) and was recognized as a share-based payment expense.

(ii) On October 25, 2021, the Company granted an aggregate of 900,000 stock options to certain directors and officers for the purchase of up to 900,000 common shares at a price of $1.06 per share. Each stock option is exercisable for a period of five years. The fair value of these options was $718,762 ($0.799 per option) and was recognized as a share-based payment expense.

(iii) On October 28, 2021, the Company granted an aggregate of 215,000 stock options to certain employees and a consultant for the purchase of up to 215,000 common shares at a price of $0.95 per share. Each stock option is exercisable for a period of five years. The fair value of these options was $152,305 ($0.708 per option) and was recognized as a share-based payment expense.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 15 - SHARE CAPITAL (continued)

The fair value of the stock options granted during the three months ended March 31, 2022, and the years ended December 31, 2021 was estimated using the Black-Scholes option pricing model using the following assumptions:

	March 31,<br>2022	December 31,<br>2021
Risk-free interest rate	N/A	0.71 - 1.42%
Annualized volatility	N/A	100%
Expected dividend yield	N/A	0.00%
Expected life	N/A	5 years

A summary of the changes in the Company's stock options outstanding and exercisable is as follows:

	Stock optionsoutstanding andexercisable		Weight average <br>exercise price
	#		$
As at December 31, 2020	4,166,667		1.73
Granted	1,148,333		1.05
Cancelled	(1,599,999	)	1.89
As at March 31, 2022 and December 31, 2021	3,715,001		1.45
As at December 31, 2021	3,715,001		1.45
As at March 31, 2022	3,715,001		1.45

As at March 31, 2022, the Company had stock options outstanding and exercisable as follows:

Options outstanding <br>and exercisable	Weighted average exercise price	Weighted average remaining life (years)
#
66,667	1.35	0.17
1,750,001	1.35	2.84
750,000	2.34	3.35
33,333	1.35	4.35
900,000	1.06	4.58
215,000	0.95	4.58
3,715,001	1.45	3.43

All values are in US Dollars.

(f) Compensation options

As at March 31, 2022, the Company has 24,067 compensation options outstanding and exercisable. These options have an exercise price of $0.50 and expire on July 13, 2022.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 15 - SHARE CAPITAL (continued)

(g) Warrants

As an incentive to complete a private placement the Company may issue units which include common shares and common share purchase warrants. Using the residual value method, the Company determines whether a value should be allocated to the warrants attached to private placement units. Finders' warrants may be issued as a private placement share issue cost and are valued using the Black-Scholes option pricing model.

The fair value of the warrants granted during the three months ended March 31, 2022, and the year ended December 31, 2021 was estimated using the Black-Scholes option pricing model using the following assumptions:

	March 31,<br>2022	December 31,<br>2021
Risk-free interest rate	N/A	0.88%
Annualized volatility	N/A	100%
Expected dividend yield	N/A	0.00%
Expected life	N/A	2 years

A summary of the changes in the Company's warrants outstanding and exercisable is as follows:

	Warrants outstandingand exercisable		Weight average <br>exercise price
	#		$
As at December 31, 2020	8,335,992		1.80
Issued	122,727		1.75
As at December 31, 2021	8,458,719		1.80
Expired	(456,694	)	2.25
As at March 31, 2022	8,002,025		1.77

As at March 31, 2022, the Company had warrants outstanding and exercisable as follows:

Warrants outstanding<br><br> <br>and exercisable	Weighted averageexercise price	Weighted averageremaining life (years)
#
200,589	2.25	0.28
3,882,667	1.50	0.28
759,605	2.25	0.29
953,564	2.25	0.33
161,688	2.25	0.35
1,921,185	1.80	0.72
122,727	1.75	1.55
8,002,025	1.77	0.41

All values are in US Dollars.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 16 - RELATED PARTY TRANSACTIONS

Key management personnel are those having the authority and responsibility for planning, directing, and controlling the Company. There were no loans to key management personnel or Directors, or entities over which they have control or significant influence during the three months ended March 31, 2022 or March 31, 2021.

During the three months ended March 31, 2022, no stock options were granted (2021 - nil) to Officers and Directors.

The following related parties transacted with the Company or Company controlled entities during the three months ended March 31, 2022 and 2021:

(i) Andrew Hale was a Director and the Company's President and CEO. He resigned on March 1, 2021.

(ii) Blaine Bailey was a Director and Chairman of the Company's Audit Committee. He resigned on March 26, 2021.

(iii) Stephen Brohman was the Company's CFO. He is a principal of Donaldson Brohman Martin CPA Inc. ("DBM CPA") a firm in which he has significant influence. DBM CPA provided the Company with CFO, accounting and tax services. Stephen Brohman resigned on July 14, 2021.

(iv) George Routhier is a Company Director. He is the owner of Pipedreemz Inc. ("Pipedreemz"), which provides advisory services to the Company.

(v) Michael Forbes is a Director and the Company's President and CEO. He was appointed on April 29, 2021 and is the owner of MDC Forbes, which provides CEO services to the Company.

(vi) Donald Dinsmore was a Director and the Company's COO. He was appointed on April 29, 2021 and left the Company on March 24, 2022.

(vii) Oliver Foeste is the Company's CFO. He was appointed on July 14, 2021 and is the Managing Partner of Invictus Accounting Group LLP which provides the Company with CFO, accounting and tax services.

(viii) Paul Morgan is the Company's Director. He was appointed on July 14, 2021.

The aggregate value of transactions with key management personnel and Directors and entities over which they have control or significant influence during the three months ended March 31, 2022 and 2021 were as follows:

	2022	2021
	$	$
Andrew Hale	-	47,479
DBM CPA	-	30,000
Donald Dinsmore	104,863	-
Invictus Accounting Group LLP	85,075	-
MDC Forbes	25,000	-
Pipedreemz Inc.	3,001	-
	217,939	77,479

In addition to the above, the Company's acquisition of PerceiveMD constituted a related party transaction as Michael Forbes, was also a Director and controlling shareholder of PerceiveMD prior to the transaction (Note 4).

As at March 31, 2022 and December 31, 2021, the Company had an outstanding accounts payable balance with related parties as follows:

	March 31,2022	December 31,<br>2021
	$	$
Donald Dinsmore	913	50,000
Invictus Accounting Group LLP	36,485	8,933
MDC Forbes	13,494	10,500
Michael Forbes	1,188	1,188
Pipedreemz Inc.	3,351	-
	55,431	70,621
ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited
---

NOTE 16 - RELATED PARTY TRANSACTIONS (continued)

All related party balances are unsecured and are due within thirty days without interest and incurred in the normal course of business.

The transactions with the key management personnel and Directors are included in operating expenses as follows:

(a) Consulting fees

Includes CEO services by Michael Forbes, charged to the Company via MDC Forbes.

(b) Professional fees

Includes accounting and tax services of the Company's former CFO, Stephen Brohman, charged to the Company via DBM CPA and accounting services of the Company's new CFO, Oliver Foeste, charged to the Company via Invictus Accounting Group LLP.

(c) Wages and salaries

Includes services by Donald Dinsmore as prior COO.

NOTE 17 - SUPPLEMENTAL CASH FLOW INFORMATION

	2022	2021
	$	$
Non-cash investing activities	****
Equipment purchases included in accounts payable and accrued liabilities	-	300,014

During the three months ended March 31, 2022 and 2021, no amounts were paid for income tax expense.

NOTE 18 - FINANCIAL RISK MANAGEMENT

(a) Capital management

The Company defines capital as the components of shareholders' equity. The Company's objectives when managing capital are to support further advancement of the Company's business objectives, as well as to ensure that the Company is able to meet its financial obligations as they come due.

The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company relies on the expertise of the Company's management to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no changes in the Company's approach to capital management during the three months ended March 31, 2022. The Company is not subject to externally imposed capital requirements.

(b) Financial instruments - fair value

The Company's financial instruments consist of cash, trade receivables, deposits, accounts payable and accrued liabilities, mortgage payable, lease liability and loan payable.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 18 - FINANCIAL RISK MANAGEMENT (continued)

As at March 31, 2022, the carrying values of cash, amounts receivable, accounts payable and accrued liabilities approximated their fair value because of the short-term nature of these instruments.

Financial instruments measured at fair value on the consolidated statements of financial position are summarized into the following fair value hierarchy levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(c) Financial instruments - risk

The Company's financial instruments are exposed to certain financial risks, including credit risk, liquidity risk and interest rate risk.

Credit risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes amounts owed to the Company by these counterparties, less any amounts owed to the counterparty by the Company where a legal right of offset exists and also includes the fair values of contracts with individual counterparties which are recorded in the interim financial statements.

The Company's credit risk is predominantly related to cash balances held in financial institutions and accounts receivable. The maximum exposure to credit risk is equal to the carrying value of such financial assets. At March 31, 2022, the Company expects to recover the full amount of such assets having already incurred an expense for expected credit losses during the year ended December 31, 2021 in relation to trade receivables.

The objective of managing counterparty credit risk is to minimize potential losses in financial assets. The Company assesses the quality of its counterparties, taking into account their credit worthiness and reputation, past performance and other factors.

Cash is only deposited with or held by major financial institutions where the Company conducts its business.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities as they come due. The Company manages its liquidity risk by reviewing on an ongoing basis its capital requirements.

As at March 31, 2022, the Company had a cash balance of $790,341 and current liabilities of $5,701,551 (December 31, 2021 - $744,541 and $5,341,267 respectively).

Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company's mortgage payable, and lease liability carry fixed interest rates and as such, the Company is not exposed to interest rate risk.

ADASTRA HOLDINGS LTD. (formerly Phyto Extractions Inc.) Notes To the Condensed Interim Consolidated Financial Statements March 31, 2022 and 2021(Expressed in Canadian dollars, except number of shares) - Unaudited

NOTE 18 - FINANCIAL RISK MANAGEMENT (continued)

Foreign currency risk

Foreign currency risk derives from fluctuations in exchange rates between currencies when transacting business in multiple currencies. The Company's business is substantially all conducted in Canadian dollars so it is not subject to any significant foreign currency risk.

Economic dependence

Economic dependence risk is the risk of reliance upon a select number of customers which significantly impact the financial performance of the Company. During the three months ended March 31, 2022, two customers represented approximately 93% of the Company's revenue (2021 - two customers representing 100%).

NOTE 19 - COMMITMENTS AND CONTINGENCIES

A summary of undiscounted liabilities and future operating commitments as at March 31, 2022, are as follows:

	Total	Within 1 year	2 - 5 years
	$	$	$
Maturity analysis of financial liabilities
Accounts payable and accrued liabilities	2,178,665	2,178,665	-
Mortgage payable	3,500,000	3,500,000	-
Lease liability	33,557	13,423	20,134
Government loan	60,000	-	60,000
****	5,772,222	5,692,088	80,134

NOTE 20 - SEGMENTED INFORMATION

Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources, and in assessing performance. The Company has a single reportable segment: the provision of goods and services to the cannabis industry in Canada. All the Company's revenues are generated in Canada, and its non-current assets are located in Canada.

NOTE 21 - SUBSEQUENT EVENT

• On April 29, 2022, 10,000,000 common shares related to the amended agreement between the Company and former owners of Phyto BrandCo were returned to treasury and cancelled.

  Adastra Holdings Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com

Adastra Holdings Ltd.

(formerly Phyto Extractions Inc.)

MANAGEMENT DISCUSSION AND ANALYSIS

For the three months ended March 31, 2022, and 2021

This management discussion and analysis ("MD&A") of the financial condition and results of operations of Adastra Holdings Ltd., together with its wholly owned subsidiaries (the "Company" or "Adastra") (formerly Phyto Extractions Inc.) constitutes management's review of the factors that affected the Company's financial and operating performance for three months ended March 31, 2022, and 2021. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. This MD&A should be read in conjunction with Adastra's unaudited condensed interim consolidated financial statements ("interim financial statements) and related notes for three months ended March 31, 2022, and 2021, as well as the audited consolidated financial statements "audited financial statements" for the years ended December 31, 2021, 2020, and eight months ended December 31, 2019 which have been prepared in accordance with International Financial Reporting Standards ("IFRS").

The results for the periods presented are not necessarily indicative of the results that may be expected for any future period. Except as otherwise indicated, all financial data in this MD&A has been prepared in accordance with IFRS issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The first, second, third and fourth quarters of the Company's fiscal years are referred to as "Q1", "Q2", "Q3" and "Q4", respectively. Periods for the three months ended March 31, 2022, and 2021 are referred to as "YTD 2022" and "YTD 2021", respectively.

All monetary amounts in the MD&A are expressed in Canadian dollars, except number of shares, or as otherwise indicated. Additional information regarding the Company is available on SEDAR at www.sedar.com, and the Company's website www.adastraholdings.ca. This MD&A has been prepared effective as of May 27, 2022.

FORWARD-LOOKING STATEMENTS

This MD&A includes forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with our business and the environment in which the business operates. Any statements contained herein that are not statements of historical fact may be deemed to be forward looking statements, including those identified by the expressions "considers", "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved", or the negative of these terms or comparable terminology. In this document, certain forward-looking statements are identified by words including "may", "future", "expected", "will", "intends", and "estimates". By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The Company provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

NATURE OF OPERATIONS AND GOING CONCERN

Adastra Holdings Ltd. (formerly Phyto Extractions Inc.) was incorporated under the laws of the province of British Columbia on October 14, 1987. The Company extracts and processes cannabis for sale to the recreational and medical markets in Canada using its state of the art large scale extraction facility to produce a variety of products including vape pens, wax, resin, infused pre-rolls, diamonds and shatter. The Company is listed on the Canadian Securities Exchange ("CSE") under the symbol "XTRX". The Company's registered and records office is 5451 275th Street, Langley City, British Columbia, V4W 3X8.

On October 19, 2019, the Company, through its wholly owned subsidiary, Chemia Analytics Inc. ("Chemia"), received a license from Health Canada (the "Analytical Testing License") to conduct analytical testing on cannabis at its facility located at 5451 275th Street, Langley City, British Columbia, V4W 3X8 (the "Langley Facility").

On March 13, 2020, the Company, through its wholly owned subsidiary, Adastra Labs Inc. ("Labs"), received a Standard Processing license (the "Processing License") for the Langley Facility.

On August 10, 2021, the Company acquired all of the issued and outstanding shares of 1225140 B.C. Ltd., doing business as PerceiveMD ("PerceiveMD") from the shareholders of PerceiveMD. Aggregate consideration in the acquisition had a fair value of $2,020,976 and was comprised of cash of $10,000 and 2,513,720 common shares of the company with a fair value of $2,010,976 based on the closing price on the day of the transaction of $0.80 per share. PerceiveMD is a multidisciplinary, patient-focused center providing comprehensive assessments for medical cannabis therapies.

On September 1, 2021, the Company changed its name to Adastra Holdings Ltd. (formerly Phyto Extractions Inc.). Trading of the Company's common shares resumed under the new name and under the same ticker symbol "XTRX" on the Canadian Securities Exchange as the market opened on September 1, 2021. Prior to this on April 9, 2021 the Company changed its name from Adastra Labs Holdings Ltd. to Phyto Extractions Inc. and on December 19, 2019 from Arrowstar Resources Ltd to Adastra Labs Holdings Ltd.

On September 15, 2021, the Company acquired all of the issued and outstanding shares of Phyto BrandCo, the owner of the intellectual property rights for the Phyto Extractions brand. At closing, the Company issued 20,000,000 common shares to the former shareholders of Phyto BrandCo at a share price on the date of acquisition of $1.20 per share, for total consideration of $24,000,000. Subsequent to the closing of the acquisition, the Company renegotiated terms of the acquisition with the former shareholders of Phyto BrandCo due to certain conditions in the acquisition agreement not being met.  It was resolved that the consideration be amended from $24,000,000 to $12,000,000 by a voluntary return to treasury of 10,000,000 common shares.  Phyto BrandCo licenses its intellectual property to Canadian cannabis license holders and collects royalties from the license holders, resulting from sales of cannabis consumer packaged goods to provincial distributors and retailers.

The Company's financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. The Company's ability to continue as a going concern is dependent on its ability to generate positive cash flows from operations, complete additional financings, and/or extend or modify its mortgage payable. The Company's financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue in existence.

OVERALL PERFORMANCE

Total revenue of $2,286,721 for Q1 2022 compared to $589,138 for Q1 2021.

Net loss of $908,091 for Q1 2022 compared to $363,512 for Q1 2021.

Cash provided by operating activities was $103,722 for Q1 2022 compared to cash used in operating activities of $298,090 for Q1 2021.

Cash as at March 31, 2022 of $790,341 compared to $744,541 as at December 31, 2021.

Working capital deficit as at March 31, 2022 of $1,755,139 compared to $1,120,613 as at December 31, 2021.

Mortgage payable as at March 31, 2022 $3,511,929 compared to $3,501,554 as at December 31, 2021.

The Company has a single reportable segment: the provision of goods and services to the cannabis industry in Canada. All of the Company's revenues are generated in Canada, and its non-current assets are located in Canada.

Operations and Facility

The Company's focus for the three months ended March 31, 2022, included the expansion of its operations at its centralized processing facility in Langley, BC. On March 13, 2020, the Company received an amendment to its Processing License authorizing the sale of cannabis extract, cannabis edibles, and cannabis topicals. On April 16, 2021, the Company received an amendment to its Analytical Testing License allowing for organoleptic testing of its products. In April 2021, the Company commissioned its hydrocarbon extraction line and in August 2021, it submitted a further sales licence amendment for dried flower and a controlled substance dealer's licence for cannabis products.

As of the date of this MD&A, the Company is focused on generating revenue from four primary verticals: wholesale activities; service fees for cannabis consultations; educational fees for clients referral to licensed cannabis producers; and the licensing of cannabis trademarks.

During April 2021, the Company completed the installation of its hydrocarbon extraction line, allowing it to produce Shatter products for the Canadian Market.  This high-performance hydrocarbon extractor allows the Company to process over 400 kg per day of dried cannabis into a variety of shatter cannabis products.

On December 16, 2021 the Company received its Flower Sales License from Health Canada ("Flower License"), this will allow the Company to sell dried cannabis flower products provincially and territorially in Canada.

On March 23, 2022 the Company submitted its application for a Controlled Substances Dealer's License (the "Dealer's License") which will allow the Company to procure controlled substances, including synthesis, propagation, cultivation, and harvesting of psychedelic mushrooms for Psilocybin extraction, research and manufacture controlled substances such as Psilocybin and Psilocin and business-to-business sale of controlled substances, including by export. The Dealer's License application was originally filed in September, 2021 with a Health Canada audit performed on March 9, 2022. The Company responded to Health Canada's request for more information and successfully submitted its Dealer's License application on March 23, 2022. Unless Health Canada comes back with an additional request for information, the Company expects the Dealer's License to be received in June 2022.

On April 11, 2022 the Company submitted its application for a medical sales license (the "Medical Sales License") which will allow the Company to sell cannabis extracts to medical cannabis patients and licensed health practitioners and to develop products classed as cannabis extracts such as tinctures, oils, capsules, soft gels and sprays. The Company expects this license to be received in 8 to 12 weeks following the submission on April 11, 2022.

Wholesale Bulk Extracts Production

During the three months ended March 31, 2022, the Company continued processing its own inventory of dried cannabis through supercritical CO2, cryo-ethanol and hydrocarbon extraction lines and distillation lines for the purpose of selling the resulting bulk cannabis concentrates to licensed clients or using it to fulfill contract manufacturing orders, primarily for vape cartridges. The Company has procured all of its bulk shipments of dried cannabis for its wholesale production lines from various licensed cultivators under the Cannabis Act. During the three months ended March 31, 2022, the Company recognized revenue of $2,286,721.

ACQUISITION OF PERCEIVEMD

PerceiveMD is a multidisciplinary, patient-focused center providing comprehensive assessments for medical cannabis and other therapies. The Company expects to realize synergies by leveraging Adastra' s high-capacity laboratory and PerceiveMD's digital care platform to become a leader in drug development and patient care.

The transaction has been accounted for as a business combination under IFRS 3 - Business Combinations. The allocation of the purchase consideration is as follows:

Assets acquired:
Cash	26,302
Accounts receivable	13,647
Corporate taxes receivable	26,000
	65,949
Liabilities assumed:
Accounts payable and other accrued liabilities	(19,206
Fair value of net assets acquired	46,743
Purchase consideration
Cash consideration	2,010,976
Share consideration	10,000
****	2,020,976
Identifiable intangible assets
Patient relationships	414,000
Deferred tax liability	(112,000
Goodwill	1,672,233

All values are in US Dollars.

The carrying value of the assets and liabilities acquired equates to fair value due to their short-term nature, other than patient relationships (the "Patient Relationships") which are depreciated over their estimated useful economic lives.

The intangible assets are comprised of Patient Relationships with a fair value of $414,000. The fair value of the Patient Relationships was determined using the discounted cash flow method taking into account the future cashflows expected to be received from the current list of patients, adjusted to reflect attrition. The key assumptions used in the cash flow projection related to the Patient Relationships include: (1) a discount rate of 16.00%; (2) patient attrition rate of 20.00%; (3) number of patients of 3,492 at the acquisition date; (4) annual spending of $143 per patient, assumed to grow at a long-term growth rate of 2.00% per year.

The goodwill generated as a result of this acquisition relates to other intangible assets that do not qualify for separate recognition.

The Company's acquisition of PerceiveMD constituted a related party transaction as Michael Forbes, Chief Executive Office and a director of the Company is also a director and controlling shareholder of PerceiveMD.

ACQUISITION OF PHYTO BRANDCO

Phyto BrandCo licenses its intellectual property to Canadian cannabis license holders and collects royalties from the license holders, resulting from sales of cannabis consumer packaged goods to provincial distributors and retailers. The Company expects to realize synergies by leveraging Phyto BrandCo's suite of branded products to drive revenue and develop integration efficiencies.

The transaction has been accounted for as a business combination under IFRS 3 - Business Combinations. The allocation of the purchase consideration is as follows:

Assets acquired:
Cash	301,966
Accounts receivable	255,154
Prepayments	19,500
Property and equipment	85,108
	661,728
Liabilities assumed:
Accounts payable and other accrued liabilities	(434,252
Lease liability	(34,665
Fair value of net identifiable assets acquired	192,811
Purchase consideration
Share consideration	24,000,000
Shares to be cancelled	(12,000,000
****	12,000,000
Identifiable intangible assets:
Trademarks	3,250,000
Deferred tax liability	(879,000
Goodwill	9,436,189

All values are in US Dollars.

The carrying value of the assets and liabilities acquired equates to fair value due to their short-term nature, other than property and equipment and trademarks which are depreciated over their estimated useful economic lives.

Property and equipment acquired included $40,376 of right-of-use assets.

The intangible asset is comprised of trademarks (the "Trademarks") with a fair value of $3,250,000. The fair value of the Trademarks was determined using the relief from royalty method. The key assumptions used in the cash flow projection related to the asset include: (1) a discount rate of 12.50%; (2) royalty rate of 10.00% for the remaining period of the licensing agreement and 2.0% thereafter, and (3) annual net profit of the Licensee.

The goodwill generated as a result of this acquisition relates to other intangible assets that do not qualify for separate recognition.

The lease liability represents one lease with a fair value of $34,665 on the date of acquisition, which is the net present value of the minimum future lease payments determined using the following assumptions: (1) remaining number of payments: 36; (2) monthly payment: $1,119; and (3) incremental borrowing rate: 10%.

SELECTED QUARTERLY INFORMATION

Results of Operations

For the three months and ended March 31, 2022 and 2021

****	Q1 2022	Q1 2021
****
Revenue	2,286,721	589,138
Cost of sales	(1,459,008	(483,727
Gross profit	827,713	105,411
Operating expenses	(1,695,682	(467,771
Net loss and comprehensive loss	(908,091	(363,512

All values are in US Dollars.

As at March 31, 2022 and December 31, 2021

****	March 31,<br>2022	December 31,<br>2021
****	$	$
Total assets	28,176,801	28,755,450
Non-current liabilities	1,010,625	1,041,467

Results - Q1 2022 compared to Q1 2021

Revenues increased to $2,286,721 during the three months ended March 31, 2022, compared to $589,138 during the three months ended March 31, 2021, due to increased processing of cannabis biomass for third-party licensed producers, in-house distillate production, hydrocarbon extraction, licensing revenues from the acquisition of Phyto BrandCo, and MSP remittance and referral revenue from the acquisition of PerceiveMD.

Cost of sales increased to $1,459,008 during the three months ended March 31, 2022, compared to $483,727 during the three months ended March 31, 2021, as a result of increased production. Cost of sales consists of biomass, production labour, solvents and an allocation of production overheads such as facility costs and amortization of production equipment.

For the three months ended March 31, 2022, the Company had operating expenses of $1,695,682 and a loss and comprehensive loss of $908,091, compared to operating expenses of $549,282 and loss and comprehensive loss of $363,512 during the three months ended March 31, 2021.

The increase in operating expenses and loss and comprehensive loss were the result of the Company's expenses with respect to advertising and promotion, depreciation, increase in wages and salaries, and the addition of data program expenses, and provision for expected credit losses. The most significant changes in operating expenses and other expenses were as follows:

• Advertising and promotion increased to $288,666 during the three months ended March 31, 2022, compared to $30,187 during the three months ended March 31, 2021, due to the Company's strategy to raise awareness of its operational successes through digital marketing and brand optimization.
• Depreciation increased to $147,328 during the three months ended March 31, 2022, compared to $21,623 during the three months ended March 31, 2021, due to the additions of trademarks and patient relationships from the acquisitions of Phyto BrandCo and PerceiveMD during the year ended December 31, 2021.
• Wages and salaries increased to $640,278 during the three months ended March 31, 2022, compared to $182,036 during the three months ended March 31, 2021, due to increased hiring activity and production output related to the Langley Facility.
• During the three months ended March 31, 2022 the Company incurred data program expenses of $140,082 compared to $nil during the three months ended March 31, 2021.  These costs are related to a Cannabylitics data sharing program subscribed to by Phyto BrandCo.

SUMMARY OF QUARTERLY RESULTS

The following table shows results from the previous eight fiscal quarters:

Period ending	Revenue	Income (loss) and comprehensive income (loss)	Weighted average number of shares	Basic and diluted income (loss) per share
	$		#
March 31, 2022	2,286,721	(908,091	65,970,547	(0.01
December 31, 2021	1,989,604	(1,668,673	65,872,770	(0.03
September 30, 2021	1,808,111	(207,864	44,908,364	-
June 30, 2021	1,241,763	(509,890	43,334,100	(0.01
March 31, 2021	589,138	(363,512	43,334,100	(0.01
December 31, 2020	1,245,097	90,470	39,695,235	-
September 30, 2020	825,903	(3,895,719	38,511,533	(0.10
June 30, 2020	428,355	(467,584	36,685,635	(0.01

All values are in US Dollars.

The Company's loss and comprehensive loss for the three months ended March 31, 2022, was $908,091. The increase of revenues to $2,286,721 are driven by factors explained above.

The Company's loss and comprehensive loss for the three months ended December 31, 2021, was $1,668,673. The increase of revenues to $1,989,604 was driven primarily by the licensing revenue in Phyto BrandCo. The Company recognized a provision of expected credit losses of $134,083 relating to a significantly aged account receivable the Company no longer considered collectible and share-based payments of $871,067 related to the granting of 1,115,000 options in the quarter which vested immediately.

The Company's loss and comprehensive loss for the three months ended September 30, 2021, was $207,864. The increase of revenues to $1,808,111 are driven by the expansion of operations at the Langley Facility resulting in increased production and sales.

The Company's loss and comprehensive loss for the three months ended June 30, 2021, was $509,890. The increase of revenues to $1,241,763 were driven by the commencement of operations at the Langley Facility resulting in increased production and sales. The Company recognized impairment of property and equipment of $150,000 related to an ERP software in development that the Company determined would not be completed and a write-down of inventory of $210,001 relating to some older inventory that was deemed to have lower value.

The Company's loss and comprehensive loss for the three months ended March 31, 2021, was $363,512. Revenues of $589,138 represent the Company's fourth quarter of production revenue. The Company recognized a gain on the settlement of accounts payable of $57,500 representing the value of consulting fees that were forgiven.

LIQUIDITY AND CAPITAL RESOURCES

Capital resource management

The Company's objectives when managing its liquidity and capital structure are to support further advancement of the Company's business objectives and existing service offerings, as well as to ensure that the Company is able to meet its financial obligations as they come due.

The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company relies on the expertise of the Company's management to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no changes in the Company's approach to capital management during the three months ended March 31, 2022. The Company is not subject to externally imposed capital requirements.

Cash and working capital

As at March 31, 2022, the Company has working capital deficit of $1,755,139 (December 31, 2021 - $1,120,613).

As at March 31, 2022, the Company had a current mortgage payable liability of $3,511,929 this mortgage matures on July 1, 2022.

Cash flow activity

****	Q1 2022	Q1 2021
****
Cash provided by (used in) operating activities	103,722	(298,090
Cash used in financing activities	(41,273	(67,265
Cash used in investing activities	(16,649	(157,328
Net decrease in cash	45,800	(522,683
Cash, beginning of the year	744,541	1,145,461
Cash, end of the year	790,341	622,778

All values are in US Dollars.

Cashflow - Q1 2022 compared to Q1 2021

Cash provided by operating activities of $103,722 (Q1 2021 - cash used in operating activities $298,090) was the result of reductions in inventory and increase in amounts payable, offset by the operating loss explained above and cash payments made for deposits on equipment. During the Q1 2021 the cash used in operating activities was largely due to cash spent on inventory, and cash paid to settle the Company's accounts payable and accrued liabilities, offset by the significant increase in amounts receivable.

Cash used in financing activities of $41,273 (Q1 2021 - $67,265) was the result of interest paid on the mortgage payable and both principal and interest payments on the lease liability. During Q1 2021, cash used in financing activities was the result of interest payments on the mortgage payable and mortgage borrowing costs.

Cash used in investing activities of $16,649 (Q1 2021 - $157,328), respectively were the result of cash payments for the purchase of property and equipment.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements as at March 31, 2022 and December 31, 2021, and as at the date hereof.

TRANSACTIONS BETWEEN RELATED PARTIES

Key management personnel are those having the authority and responsibility for planning, directing, and controlling the Company. There were no loans to key management personnel or Directors, or entities over which they have control or significant influence during the three months ended March 31, 2022 and 2021.

The following related parties transacted with the Company or Company controlled entities during the three months ended March 31, 2022 and 2021:

(i) Andrew Hale was a Director and the Company's President and CEO. He resigned on March 1, 2021.

(ii) Blaine Bailey was a Director and Chairman of the Company's Audit Committee. He resigned on March 26, 2021.

(iii) Stephen Brohman was the Company's CFO. He is a principal of Donaldson Brohman Martin CPA Inc. ("DBM CPA") a firm in which he has significant influence. DBM CPA provided the Company with CFO, accounting and tax services. Stephen Brohman resigned on July 14, 2021.

(iv) George Routhier is a Company Director. He is the owner of Pipedreemz Inc. ("Pipedreemz"), which provides advisory services to the Company.

(v) Michael Forbes is a Director and the Company's President and CEO. He was appointed on April 29, 2021 and is the owner of MDC Forbes, which provides CEO services to the Company.

(vi) Donald Dinsmore was a Director and the Company's COO. He was appointed on April 29, 2021 and left the Company on March 24, 2022.

(vii) Oliver Foeste is the Company's CFO. He was appointed on July 14, 2021 and is the Managing Partner of Invictus Accounting Group LLP which provides the Company with CFO, accounting and tax services.

(viii) Paul Morgan is the Company's Director. He was appointed on July 14, 2021.

The aggregate value of transactions with key management personnel and Directors and entities over which they have control or significant influence during the three months ended March 31, 2022 and 2021 were as follows:

	2022	2021
	$	$
Andrew Hale	-	47,479
DBM CPA	-	30,000
Donald Dinsmore	104,863	-
Invictus Accounting Group LLP	85,075	-
MDC Forbes	25,000	-
Pipedreemz Inc.	3,001	-
	217,939	77,479

In addition to the above, the Company's acquisition of PerceiveMD constituted a related party transaction as Michael Forbes, was also a director and controlling shareholder of PerceiveMD prior to the transaction (See Acquisition of PerceiveMD above, for more details).

As at March 31, 2022 and December 31, 2021, the Company had an outstanding accounts payable balance with related parties as follows:

	2022	2021
	$	$
Donald Dinsmore	913	50,000
Invictus Accounting Group LLP	36,485	8,933
MDC Forbes	13,494	10,500
Michael Forbes	1,188	1,188
Pipedreemz Inc.	3,351	-
	55,431	70,621

All related party balances are unsecured, due within thirty days without interest and incurred in the normal course of business.

The transactions with the key management personnel and Directors are included in operating expenses as follows:

(a) Consulting fees

Includes CEO services by Michael Forbes charged to the Company via MDC Forbes.

(b) Professional fees

Includes accounting and tax services of the Company's former CFO, Stephen Brohman, charged to the Company via DBM CPA and accounting services of the Company's new CFO, Oliver Foeste, charged to the Company via Invictus Accounting Group LLP.

(c) Wages and salaries

Includes services by Donald Dinsmore as prior COO.

PROPOSED TRANSACTIONS

As at March 31, 2022, the Company had no proposed transactions.

CRITICAL ACCOUNTING ESTIMATES

Refer to the Company's annual financial statements and the interim financial statements.

CHANGES IN ACCOUNTING STANDARDS

Accounting standards issued but not yet effective

Certain pronouncements have been issued by the IASB or IFRIC that are effective for accounting periods beginning on or after January 1, 2022. The Company has reviewed these updates and determined that many of these updates are not applicable or consequential to the Company and have been excluded from discussion within these significant accounting policies.

FINANCIAL RISK MANAGEMENT

Financial instruments - fair value

The Company's financial instruments consist of cash, trade receivables, deposits, accounts payable and accrued liabilities, mortgage payable, lease liability and loan payable.

As at March 31, 2022, the carrying values of cash, amounts receivable, accounts payable and accrued liabilities approximated their fair value because of the short-term nature of these instruments.

Financial instruments measured at fair value on the consolidated statements of financial position are summarized into the following fair value hierarchy levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial instruments - risk

The Company's financial instruments are exposed to certain financial risks, including credit risk, liquidity risk and interest rate risk.

Credit risk

Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes amounts owed to the Company by these counterparties, less any amounts owed to the counterparty by the Company where a legal right of offset exists and also includes the fair values of contracts with individual counterparties which are recorded in the financial statements.

The Company's credit risk is predominantly related to cash balances held in financial institutions and accounts receivable. The maximum exposure to credit risk is equal to the carrying value of such financial assets. At March 31, 2022, the Company expects to recover the full amount of such assets having already incurred a provision for expected credit losses in relation to accounts receivable during the year.

The objective of managing counterparty credit risk is to minimize potential losses in financial assets. The Company assesses the quality of its counterparties, taking into account their credit worthiness and reputation, past performance and other factors.

Cash is only deposited with or held by major financial institutions where the Company conducts its business.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities as they come due. The Company manages its liquidity risk by reviewing on an ongoing basis its capital requirements.

As at March 31, 2022, the Company had a cash balance of $790,341 and current liabilities of $5,701,551 (December 31, 2021 - $744,541 and $5,341,267 respectively).

Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company's mortgage payable, and lease liability carry fixed interest rates and as such, the Company is not exposed to interest rate risk.

Foreign currency risk

Foreign currency risk derives from fluctuations in exchange rates between currencies when transacting business in multiple currencies. The Company's business is substantially all conducted in Canadian dollars so it is not subject to any significant foreign currency risk.

Economic dependence

Economic dependence risk is the risk of reliance upon a select number of customers which significantly impact the financial performance of the Company. During the three months ended March 31, 2022, two customers represented approximately 93% of the Company's revenue (2021 - two customers representing 100%).

OUTSTANDING SHARE DATA

The Company's authorized share capital consists of an unlimited number of voting common shares without par value. The Company had the following securities outstanding as at March 31, 2022 and the date of this MD&A:

	March 31,<br>2022	May 27,<br>2022
	#	#
Common shares	65,970,547	55,970,547
Stock options	3,715,001	3,715,001
Warrants	8,002,025	8,002,025
Fully diluted securities	77,687,573	67,687,573

On April 29, 2022, 10,000,000 common shares related to the amended agreement between the Company and former owners of Phyto BrandCo were returned to treasury and cancelled.

Share issuances

During the three months ended March 31, 2022, the Company had no share transactions.

During the year ended December 31, 2021, the Company had the following share transactions:

a) On April 9, 2021, the Company completed a share consolidation on the basis of three common shares to one post-consolidation common share, resulting in 130,001,985 common shares being consolidated into 43,333,995 post-consolidation common shares at the date of the share consolidation. All current and comparative references to the number of common shares, weighted average number of common shares, loss per share, stock options and warrants have been restated to give effect to this share consolidation.

b) On August 10, 2021, the Company issued 2,513,720 unrestricted common shares at $0.80 per share for a total of $2,010,976 pursuant to the acquisition of PerceiveMD.

c) On September 15, 2021, the Company issued 20,000,000 common shares at $1.20 per share for total consideration of $24,000,000 pursuant to the acquisition Phyto BrandCo. Subsequent to the closing of the acquisition, the Company renegotiated terms of the acquisition with the former shareholders of Phyto BrandCo due to certain conditions in the acquisition agreement not being met.  It was resolved that the consideration be amended from $24,000,000 to $12,000,000 by a voluntary return to treasury of 10,000,000 common shares.

d) On October 18, 2021, the Company completed a non-brokered private placement whereby the Company issued 122,727 units at a price of $1.10 per unit for gross proceeds of $135,000. Each unit is comprised of one common share and one transferrable common share purchase warrant with each warrant entitling the holder thereof to acquire one common share at a price of $1.75 per share for two years from the date of the closing. The $131,318 fair value of the 122,727 shares issued was determined based on the Company's share price of $1.07 on the acquisition date, and the residual value of $3,682 was allocated to warrants reserves. The warrants are subject to an acceleration provision whereby if the daily closing price of the common shares closes at or above $2.00 per share for 50 consecutive trading days, then the Company may accelerate the expiration date of the warrants to the date that is 30 trading days from the date that notice of such acceleration is given via news release. From and after the new accelerated expiration date, no warrants may be exercised, and all unexercised warrants would be void.

SUBSEQUENT EVENT

a) On April 29, 2022, 10,000,000 common shares related to the amended agreement between the Company and former owners of Phyto BrandCo were returned to treasury and cancelled.

RISKS AND UNCERTAINTIES

The Company operates in a rapidly changing environment that involves risks and uncertainties and as a result, management's expectation may not be realized for a number of reasons. An investment in the Company's common shares is speculative and involves a high degree of risk and uncertainty. The current regulatory uncertainty poses additional risks and uncertainties which may materially affect management's expectations.

Regulatory risks

The operations of the Company will be subject to various laws governing the production and distribution of cannabis oil, taxes, labour standards and occupational health, toxic substances, land use, water use, and other matters.

The Cannabis Act is a new regime and as such, revisions to the regime could be implemented which could have an impact on operations.

Furthermore, although the operations of the Company are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail the ability to produce cannabis oil and related products. Amendments to current laws and regulations governing the distribution, transportation and/or production of cannabis oil or related products, or a more stringent implementation thereof, could have a substantial adverse impact.

Ongoing need for financing

The Company's ability to continue operations will be largely reliant on its continued attractiveness to equity investors. The Company is expected to incur operating losses as it continues to expend funds to develop its business operations. Even if its financial resources are sufficient to fund its current operations, there is no guarantee that the Company will be able to achieve its business objectives. The continued development of the Company will require substantial additional financing. The failure to raise such capital could result in the delay or indefinite postponement of current business objectives or the going out of business. The primary source of funding available to the Company will consist of equity financing. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable. In addition, from time to time, the Company may enter into transactions to acquire assets or the shares of other corporations. These transactions may be financed wholly or partially with debt, which may temporarily increase the Company's debt levels above industry standards.

Competition

The marijuana production industry is competitive in all of its phases. The Company will face strong competition from other companies in connection with such matters. Many of these companies have greater financial resources, operational experience and technical capabilities than Adastra. As a result of this competition, the Company may be unable to maintain its operations or develop them as currently proposed, on terms it considers acceptable or at all. Consequently, the revenues, operations and financial condition of the Company could be materially adversely affected.

Because of the early stage of the industry in which the Company operates, the Company may face additional competition from new entrants. If the number of users of marijuana in Canada increases, the demand for products will increase and management expects that competition will become more intense as current and future competitors begin to offer an increasing number of diversified products. To remain competitive, the Company will require a continued high level of investment in research and development, marketing, sales and client support. The Company may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations.

COVID-19 pandemic

The COVID-19 outbreak, and related government restrictions, continues to cause business disruptions across the entire global economy and society including impacts on certain supply chains, and cost of supplies and labour. The Company has taken various measures to prioritize the health and safety of its employees, customers and partners, including restricted work travel and site access, improved safety & hygiene, and the requirement of nonessential staff members to work remotely, as required. As a manufacturer of consumable and medicinal products, the Company's practice is to always operate consistently with global pharma-quality standards to the best of its abilities, with strict hygiene practices and mandated personal protective equipment. It is not possible for the Company to predict the duration or magnitude of any longer-term adverse effects that the pandemic may have on the Company's business or ability to raise funds. As of the date of this MD&A, COVID-19 has had minimal impact on the Company's ability to conduct its operations but may impact the Company's ability to raise funding should restrictions related to COVID-19 be expanded in scope.

Adastra Holdings Ltd.: Exhibit 99.3 - Filed by newsfilecorp.com

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Michael Forbes, Chief Executive Officer of Adastra Holdings Ltd., certify the following:

1. Review: I have reviewed the condensed interim consolidated financial statements and interim MD&A (together, the "interim filings") of Adastra Holdings Ltd. (the "issuer") for the interim period ended March 31, 2022.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 27, 2022

/s/ "Michael Forbes"
Michael Forbes<br><br> <br>Chief Executive Officer
NOTE TO READER<br><br> <br>In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of<br><br> <br>i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and<br><br> <br>ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.<br><br> <br>The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of annual and interim filings and other reports provided under securities legislation.
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Adastra Holdings Ltd.: Exhibit 99.4 - Filed by newsfilecorp.com

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Oliver Foeste, Chief Financial Officer of Adastra Holdings Ltd. certify the following:

1. Review: I have reviewed the condensed interim consolidated financial statements and interim MD&A (together, the "interim filings") of Adastra Holdings Ltd. (the "issuer") for the interim period ended March 31, 2022.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 27, 2022

/s/ "Oliver Foeste"
Oliver Foeste<br><br> <br>Chief Financial Officer
NOTE TO READER<br><br> <br>In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of<br><br> <br>i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and<br><br> <br>ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.<br><br> <br>The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of annual and interim filings and other reports provided under securities legislation.
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Adastra Holdings Ltd.: Exhibit 99.5 - Filed by newsfilecorp.com

Adastra Holdings Reports First Quarter Results

• Generated record gross revenues of $2,286,721 in Q1 2022, representing 288% growth compared to Q1 2021
• *Maintained a strong capital position in Q1 2022 with $28,176,801 in assets, and $6,712,176 in liabilities *****

LANGLEY, BC, May 30, 2022 - Adastra Holdings Ltd. (CSE: XTRX) (FRA: D2EP) ("Adastra" or the "Company") is pleased to announce that it has filed its consolidated financial statements and related management discussion and analysis for the three months ended March 31, 2022, both of which are available at www.sedar.com.

Michael Forbes, Chief Executive Officer of Adastra, commented, "The year is off to a record-breaking start with strong momentum for the year ahead. We have achieved record revenues and gross profit, while maintaining a strong capital position."

"Our team has made significant progress on many fronts, including bringing new brands to market, adding to our co-manufacturing portfolio and increasing production capacity and output. Our focus remains on implementing production rollout, generating multiple revenue streams and creating market expansion strategies. We have made proactive advances in all of these areas, which has ultimately resulted in a strong foundation for further continued growth of our business. We recently commissioned automated pre-roll hardware for infused pre-roll production to meet the demand for this product category."

"To augment our revenue stream, we launched the Endgame Extracts brand, with four initial SKUs, at the British Columbia Liquor Distribution Branch, which sold out within 48 hours of product launch," added Mr. Forbes. "We submitted applications for our Medical Sales Licence and Controlled Substances Dealer's Licence, in line with our market expansion strategy. Our objective is to strategically position ourselves for further growth into in-demand cannabis product categories and in the emerging regulated psychedelics market."

"We look forward to building on our reputation as a leader in the cannabis and patient-focused psychedelics space in order to deliver on our commitment to create long-term value for our customers, partners and shareholders."

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Key Q1 2022 Financial Highlights

• Achieved record revenues of approximately $2.3 million in Q1 2022, compared to approximately $0.6 million in Q1 2021 - representing an increase of 288%, demonstrating significant demand for Adastra's in-demand cannabis concentrate brands and products.
• Achieved gross profit of $827,713 in Q1 2022, compared to $105,411 in Q1 2021 - representing an increase of 685%.
• Operating expenses for Q1 2022 increased to $1,695,682 when compared to $467,771 during Q1 2021 - representing an increase of 263%.

Key Q1 2022 Corporate and Business Highlights

• Launched Endgame Extracts SKUs in British Columbia, which was 100% sold out within 48 hours.
• Submitted applications for a Medical Sales Licence and a Controlled Substances Dealer's Licence.
• Commissioned automated pre-roll equipment for infused pre-roll production.
• Shatter production increased to 106.6 kg in Q1 2022 compared to 20.7 kg in Q1 2021.
• Commercialized additional full spectrum extract SKUs for in-house brands and co-manufacturing partners, ex: THCA Diamonds, Sugar Wax, Shatter, Full Spectrum vaporizer cartridges.

About Adastra Holdings Ltd.

Founded in 2018 and formerly known as Phyto Extractions Inc., Adastra is a leading manufacturer and supplier of innovative ethnobotanical and cannabis science products designed for the adult-use and medical markets and forward-looking therapeutic applications. Adastra is recognized as a high-capacity processor and co-manufacturer throughout Canada. Adastra is known for its popular line of Phyto Extractions branded cannabis concentrate products available on shelves at over 1,400 adult-use retailers across the country. The Company also operates Adastra Labs, a 13,500 sq. ft. agricultural-scale Health Canada licensed facility located in Langley, BC, focused on extraction, distillation, and manufacturing of cannabis-derived products. Adastra has successfully taken steps in becoming a licensed cultivator, tester, extractor, and seller of controlled substances, including Psilocybin, Psilocin, MDMA, N, N-Dimethyltryptamine (DMT), 5- MeO-DMT, and LSD by applying for a Controlled Substances Dealer's Licence, which is under review by Health Canada. Pending Health Canada approval, Adastra is poised to be a drug formulation and development leader in this emerging sector. In addition, with the recent acquisition of 1225140 B.C. Ltd., doing business as PerceiveMD, Adastra operates a multidisciplinary centre for medical cannabis and psychedelic therapies, working alongside doctors and healthcare professionals within the regulated environment to help create efficacious remedies that address the actual needs of patients. For more information, visit: www.adastraholdings.ca.

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Forward-Looking Information

This news release contains forward-looking information within the meaning of Canadian securities legislation concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company. Although the Company believes that the expectations and assumptions on which such forward looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward looking information in this news release includes statements regarding, but not limited to: the Company's goals of implementing production rollout, generating multiple revenue streams, and creating market expansion strategies; further continued growth of the Company's business; the Company's ability to meet the demand for infused pre-roll production; the Company's objective to position itself for further growth into in-demand cannabis product categories and in the emerging regulated psychedelics market; and the Company's goal of building on its reputation in the cannabis and patient-focused psychedelics space in order to create long-term value for customers, partners and shareholders. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information. Important factors that could cause actual results to differ materially from those expressed in the forward-looking information include: the availability of a qualified workforce; changes in regulations or licensing affecting the Company's business; reduced demand for cannabis and cannabis related products; reductions in the Company's retail space and store locations; and other factors beyond the control of the Company. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.

For further information: Michael Forbes, CEO, Corporate Secretary & Director, P: (778) 715 5011, E:  [email protected]